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Revisions to Corporate Governance Rules applicable to entities listed on the Colombo Stock Exchange
Accordingly Chairperson of every Listed Entity shall be a Non-Executive Director and the positions of the Chairperson and CEO shall not be held by the same individual, unless otherwise a Señor Independent Director is appointed by such Entity in terms of Rule 9.6.3 of the listing Rules as given below.
9.6.3 The Requirement for a Senior Independent Director (SID)
(a) A Listed Entity shall appoint an Independent Director as the SID in the following instances:
i. The positions of the Chairperson and CEO are held by the same individual.
ii. The Chairperson is an Executive Director.
iii. The Chairperson and CEO are Close Family Members or Related
Parties.
Such appointment shall be immediately disclosed with reasons for such appointment, by way of a Market Announcement.
(b) The Independent Directors shall meet at least once a year or as often as deemed necessary at a meeting chaired by the SID without the presence of the other Directors to discuss matters and concerns relating to the Entity and the operation of the Board. The SID shall provide feedback and recommendations from such meetings to the Chairperson and the other Board Members.
(c) The SID shall chair a meeting of the Non-Executive Directors without the presence of the Chairperson at least annually, to appraise the Chairperson’s performance and on such other occasions as are deemed appropriate.
(d) The SID shall be entitled to a casting vote at the meetings specified in Rules 9.6.3. (b) and (c) above.
(e) The SID shall make a signed explanatory disclosure in the Annual Report demonstrating the effectiveness of duties of the SID.
9.6.4 Where a Listed Entity has appointed a SID as required in terms of Rule 9.6.1 above, such Entity shall set out the rationale for such appointment in the Annual Report of the Entity.
https://cdn.cse.lk/pdf/Listing-Rules-Section-9-Corporate-Governance.pdf
